REG-Dalata Hotel Group PLC SANCTION OF THE SCHEME BY THE COURT
Yesterday 18:15
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Dalata Hotel Group PLC (DAL,DHG)
SANCTION OF THE SCHEME BY THE COURT
29-Oct-2025 / 18:00 GMT/BST
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE
RELEASE
29 October 2025
RECOMMENDED CASH OFFER
FOR
DALATA HOTEL GROUP PLC
BY
PANDOX IRELAND TUCK LIMITED
A NEWLY-INCORPORATED COMPANY WHOLLY-OWNED BY PANDOX AB AND EIENDOMSSPAR AS
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF
PART 9 OF THE COMPANIES ACT 2014
sanction of the scheme by the court
The boards of Pandox Ireland Tuck Limited (“Bidco”) and Dalata Hotel Group
plc (“Dalata”) are pleased to announce that the scheme of arrangement
under Chapter 1 of Part 9 of the Companies Act 2014 (the “Scheme”) to
implement the unanimously recommended cash acquisition by Bidco of the
entire issued and to be issued share capital of Dalata (other than
Treasury Shares and Dalata Shares in the beneficial ownership of Bidco)
(the “Acquisition”) has today been sanctioned by the High Court of
Ireland.
The Scheme and the Acquisition will become effective on delivery to the
Registrar of Companies of the Court Order and the minute required by
section 86 of the Companies Act 2014 confirming the Reduction of Capital
to be effected as part of the Scheme and such Reduction of Capital having
become effective upon the registration of the Court Order and minute by
the Registrar of Companies.
Delivery and registration of the Court Order and the minute confirming the
Reduction of Capital is expected to occur at approximately 9.30 a.m. on 7
November 2025 (the “Effective Date”).
Accordingly, 6 November 2025 is expected to be the last date on which
trading of Dalata Shares on Euronext Dublin and the London Stock Exchange
will occur. Cancellation of the admission of Dalata Shares to trading on
the regulated market of Euronext Dublin and on the Main Market of the
London Stock Exchange and the listing of Dalata Shares on the Official
List of Euronext Dublin and the FCA’s Official list is expected to occur
by 7.00 a.m. on 10 November 2025 (being the first business day following
the Effective Date).
In accordance with the requirements of the Irish Takeover Rules, all
consideration to be paid by Bidco to Scheme Shareholders under the terms
of the Scheme is expected to be distributed by no later than 21 November
2025.
Capitalised terms used, but not defined, in this announcement have the
same meaning as in the Scheme Document dated 12 August 2025. All times
stated in this announcement are to time in Dublin.
Enquiries
Dalata Hotel Group plc
Dermot Crowley
Sean McKeon +353 1 206 9400
Investor Relations 1 investorrelations@dalatahotelgroup.com
Rothschild & Co
(Financial Adviser to
Dalata)
Avi Goldberg
Sam Green
Alice Squires +44 (0) 20 7280 5000
Nikhil Walia
Joel Barnett
Berenberg (Joint
Corporate Broker)
Ben Wright +44 203 753 3069
Clayton Bush
Davy (Joint Corporate
Broker)
Anthony Farrell
+353 1 679 6363
Orla Cowzer
FTI Consulting
(Communications Adviser +353 86 2314135
to Dalata)
+353 86 6712702
Jonathan Neilan
+44 7768 216607
Declan Kearney
2 Dalata@fticonsulting.com
Edward Bridges
+353 (0)1 667 0400
Goodbody (Financial
Adviser to the
Consortium)
Finbarr Griffin
Andrew Hackney
Cameron Duncan
Jason Molins
William Hall
Pandox
Liia Nõu
+46 8 506 205 50
Sodali & Co (PR advisor)
Seán Lawless
Eavan Gannon +353 (0) 85 116 7640
+353 (0) 87 236
5973
Responsibility statements required by the Irish Takeover Rules
The Directors of Dalata accept responsibility for the information
contained in this announcement. To the best of their knowledge and belief
(having taken all reasonable care to ensure such is the case), the
information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
The directors of Bidco accept responsibility for the information contained
in this announcement, other than information relating to Dalata, the
Dalata Group and the Dalata Directors and members of their immediate
families, related trusts and persons connected to them. To the best of
their knowledge and belief (having taken all reasonable care to ensure
that such is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Advisers
N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised
and regulated in the United Kingdom by the FCA, is acting exclusively as
financial adviser to Dalata and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Dalata in
respect of protections that may be afforded to clients of Rothschild & Co
nor for providing advice in connection with the Acquisition or any matter
referred to herein. Neither Rothschild & Co nor any of its affiliates (nor
their respective directors, officers, employees or agents) owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild & Co in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise. No representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.
J&E Davy (“Davy”), which is authorised and regulated in Ireland by the
Central Bank of Ireland, and in the United Kingdom, Davy is authorised and
regulated by the FCA. Davy is acting exclusively for Dalata and no one
else in connection with the matters referred to in this announcement and
will not be responsible to anyone other than Dalata for providing the
protections afforded to clients of Davy or for providing advice in
connection with the matters referred to in this announcement.
Joh. Berenberg, Gossler & Co. KG (“Berenberg”), which is authorised and
regulated by the German Federal Financial Supervisory Authority and is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for Dalata and no one else in connection with the matters set
out in this announcement and will not be responsible to anyone other than
Dalata for providing the protections afforded to clients of Berenberg for
providing advice in connection with any matter referred to herein. Neither
Berenberg nor any of its affiliates (nor their respective directors,
officers, employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Berenberg in connection with this announcement, any statement
contained herein or otherwise.
Goodbody Stockbrokers UC (“Goodbody”) is authorised and regulated by the
Central Bank of Ireland and in the United Kingdom, Goodbody is authorised
and regulated by the FCA. Goodbody is acting exclusively for the
Consortium as financial adviser and no one else in connection with the
Acquisition and other matters set out in this announcement and shall not
be responsible to anyone other than the Consortium for providing the
protections afforded to clients of Goodbody, nor for providing advice in
connection with the Acquisition, the content of this announcement or any
matter or arrangement referred to herein. Neither Goodbody nor any of its
subsidiaries, affiliates or branches owes or accepts any duty, liability
or responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any person
who is not a client of Goodbody in connection with this announcement, the
Acquisition, any statement contained herein or otherwise.
Disclosure requirements of the Takeover Rules
Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested'
(directly or indirectly) in 1% or more of any class of 'relevant
securities' of Dalata must disclose all 'dealings' in such 'relevant
securities' during the 'offer period'. The disclosure of a 'dealing' in
'relevant securities' by a person to whom Rule 8.3(b) applies must be made
by no later than 3.30 pm (Irish/UK time) on the business day following the
date of the relevant transaction. This requirement will continue until the
'offer period' ends. If two or more persons cooperate on the basis of any
agreement either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of the offeree company, they will be
deemed to be a single person for the purpose of Rule 8.3 of the Irish
Takeover Rules. A dealing disclosure must contain the details specified in
Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing
concerned and of the person's interests and short positions in any
'relevant securities' of Dalata.
All 'dealings' in 'relevant securities' of Dalata by a bidder, or by any
party Acting in Concert with a bidder, must also be disclosed by no later
than 12 noon (Irish/UK time) on the 'business' day following the date of
the relevant transaction. If two or more persons co-operate on the basis
of an agreement, either express or tacit, either oral or written, to
acquire for one or more of them an interest in relevant securities, they
will be deemed to be a single person for these purposes.
Disclosure tables, giving details of the companies in whose 'relevant
securities' and 'dealings' should be disclosed, can be found on the Irish
Takeover Panel's website at 3 www.irishtakeoverpanel.ie.
'Interests' in securities arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as having an
'interest' by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to,
securities.
Terms in quotation marks in this section are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's website. If
you are in any doubt as to whether or not you are required to disclose a
dealing under Rule 8, please consult the Irish Takeover Panel's website at
4 www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020.
No Offer or Solicitation
This announcement is for information purposes only and is not intended to,
and does not, constitute or form any part of any offer or invitation, or
the solicitation of an offer, to purchase or otherwise acquire, subscribe
for, sell or otherwise dispose of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document (or, if applicable,
the Takeover Offer Documents), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect
of the Acquisition. Any decision in respect of, or other response to, the
Acquisition, should be made only on the basis of the information contained
in the Scheme Document (or, if applicable, the Takeover Offer Documents).
Overseas Shareholders
The availability of the Acquisition to Dalata Shareholders who are not
resident in and citizens of Ireland or the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in Ireland or the
United Kingdom should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. In particular,
the ability of persons who are not resident in Ireland or the United
Kingdom to vote their Dalata Shares with respect to the Scheme at the
Scheme Meetings, or to appoint another person as proxy to vote at the
Scheme Meetings on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to comply
with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted
by applicable law, the companies and persons involved in the Acquisition
disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover Rules,
and permitted by applicable law and regulation, the Acquisition will not
be made available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction
and no person may vote in favour of the Scheme by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into
or from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or indirectly, in
or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or
of any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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ISIN: IE00BJMZDW83, IE00BJMZDW83
Category Code: MSCM
TIDM: DAL,DHG
LEI Code: 635400L2CWET7ONOBJ04
Sequence No.: 406604
EQS News ID: 2220748
End of Announcement EQS News Service
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References
Visible links
1. mailto:investorrelations@dalatahotelgroup.com
2. mailto:Dalata@fticonsulting.com
3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=23cff420131ba9a338a0ee4d4d60bd20&application_id=2220748&site_id=reuters~~~6aa99418-46f7-48b9-89fd-959a8d2e4912&application_name=news
4. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=23cff420131ba9a338a0ee4d4d60bd20&application_id=2220748&site_id=reuters~~~6aa99418-46f7-48b9-89fd-959a8d2e4912&application_name=news
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